SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                            ----------------------

                                  FORM 8-K

                               CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 DATE OF REPORT (date of earliest event reported)

                                 MAY 15, 2002

                              Halliburton Company
           (Exact name of registrant as specified in its charter)

State or other                    Commission                IRS Employer
jurisdiction                      File Number               Identification
of incorporation                                            Number

Delaware                            1-3492                  No. 75-2677995

                              3600 Lincoln Plaza
                            500 North Akard Street
                            Dallas, Texas 75201-3391
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 214/978-2600




                                 Page 1 of 5 Pages
                        The Exhibit Index Appears on Page 4

INFORMATION TO BE INCLUDED IN REPORT Item 5. Other Events The registrant may, at its option, report under this item any events, with respect to which information is not otherwise called for by this form, that the registrant deems of importance to security holders. On May 15, 2002 registrant issued a press release entitled "Halliburton 2002 Shareholders' Meeting and Second Quarter Dividend," pertaining to an announcement that at registrant's annual shareholders' meeting, registrant's shareholders elected all 12 nominees to the board of directors, approved the adoption of an employee stock purchase plan and voted against a shareholder proposal. Following the shareholders' meeting registrant's board of directors declared a second quarter dividend of 12.5 cents per share on registrant's common stock payable June 27, 2002 to shareholders of record at the close of business on June 6, 2002. Item 7. Financial Statements and Exhibits List below the financial statements, pro forma financial information and exhibits, if any, filed as part of this report. (c) Exhibits. Exhibit 20 - Press release dated May 15, 2002. Page 2 of 5 Pages The Exhibit Index Appears on Page 4

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HALLIBURTON COMPANY Date: May 15, 2002 By: /s/ Susan S. Keith ------------------------------------------- Susan S. Keith Vice President and Secretary Page 3 of 5 Pages The Exhibit Index Appears on Page 4

EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page 20 Press Release of 5 of 5 May 15, 2002 Incorporated by Reference Page 4 of 5 Pages The Exhibit Index Appears on Page 4

FOR IMMEDIATE RELEASE                  Contact: Cedric W. Burgher
- ---------------------                           Halliburton, Investor Relations
May 15, 2002                                    (713) 676-4608

                                                Wendy Hall
                                                Halliburton, Public Relations
                                                (713) 676-5227


      HALLIBURTON 2002 SHAREHOLDERS' MEETING AND SECOND QUARTER DIVIDEND


         DALLAS, Texas - At Halliburton  Company's (NYSE: HAL) annual meeting of
shareholders in Dallas today,  the  shareholders  elected all 12 nominees to the
board of directors, approved the adoption of an employee stock purchase plan and
voted against a shareholder proposal.

Shareholders re-elected Robert L. Crandall,  Kenneth T. Derr, Charles J. DiBona,
Lawrence S. Eagleburger,  W. R. Howell,  Ray L. Hunt, David J. Lesar,  Aylwin B.
Lewis, J. Landis Martin,  Jay A. Precourt,  Debra L. Reed and C. J. Silas.  Lord
Clitheroe,  a director since 1987,  retired from the board  immediately prior to
the shareholders' meeting.

At the board of directors'  meeting  following the  shareholders'  meeting,  the
board  declared  a  second  quarter  dividend  of 12.5  cents  per  share on the
company's  common stock payable June 27, 2002 to  shareholders  of record at the
close of business on June 6, 2002.

Halliburton Company, founded in 1919, is one of the world's largest providers of
products and services to the petroleum and energy industries. The company serves
sits  customers  with a broad range of products and  services through its Energy
Services Group and Engineering and  Construction  Group business  segments.  The
company's World Wide Web site can be accessed at www.halliburton.com.



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